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FORM 2F CPC ESCROW AGREEMENT (as at April 13, 2005)

FORM 2F

CPC ESCROW AGREEMENT

THIS AGREEMENT is made as of the 5th day of March, 2008. AMONG:

CANOEL INTERNATIONAL ENERGY LTD. (the Issuer)

AND:

OLYMPIA TRUST COMPANY (the Escrow Agent)

AND: EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER (a Securityholder or you) (collectively, the Parties) This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange). For good and valuable consideration, the Parties agree as follows: PART 1 ESCROW 1.1 Appointment of Escrow Agent The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment. 1.2 Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in

Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.


(2) If you receive any shares of the Issuer upon exercise of a stock option granted by the Issuer prior to Completion of the Qualifying Transaction, (option securities) you will deposit them with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those option securities. When this Agreement refers to escrow securities, it includes option securities.

(3) If you receive any other securities (additional escrow securities):

(a) as a dividend or other distribution on escrow securities; (b) on the exercise of a right of purchase, conversion or exchange attaching to escrow

securities, including securities received on conversion of special warrants; (c) on a subdivision, or compulsory or automatic conversion or exchange of escrow

securities; or (d) from a successor issuer in a business combination, if Part 7 of this Agreement

applies, you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities.

(4) You will immediately deliver to the Escrow Agent any replacement share certificates or

other evidence of option securities or additional escrow securities issued to you. 1.3 Direction to Escrow Agent The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement. PART 2 RELEASE OF ESCROW SECURITIES 2.1 Release Provisions The provisions of Schedule B(1) are incorporated into and form part of this Agreement. 2.2 Release Provisions for Option Securities The Escrow Agent will release any option securities upon receiving notice from the Exchange that the Issuer has completed a Qualifying Transaction.


2.3 Additional escrow securities If you acquire additional escrow securities in connection with the transaction to which this agreement relates, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule.

2.4 Delivery of Share Certificates for Escrow Securities The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release. 2.5 Replacement Certificates If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable. 2.6 Release upon Death (1) If a Securityholder dies, the Securityholder’s escrow securities will be released from

escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative provided that:

(a) the legal representative of the deceased Securityholder provides written notice to

the Exchange of the intent to release the escrow securities as at a specified date which is at least 10 business days and not more than 30 business days prior to the proposed release; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to

10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


(2) Prior to delivery the Escrow Agent must receive:

(a) a certified copy of the death certificate; and (b) any evidence of the legal representative’s status that the Escrow Agent may

reasonably require. 2.7 Exchange Discretion to Terminate If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities from escrow until it receives the written consent of the Exchange. 2.8 Discretionary Applications The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Escrow securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange. PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS 3.1 Early Release – Graduation to Tier 1 (1) When a CPC or Resulting Issuer becomes a Tier 1 Issuer, the release schedule for its

escrow securities changes. (2) If the Issuer reasonably believes that it meets the Minimum Listing Requirements of a

Tier 1 Issuer as described in Policy 2.1 – Minimum Listing Requirements, the Issuer may make application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application.

(3) If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an

Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must immediately: (a) issue a news release disclosing:

(i) that it has been accepted for graduation to Tier 1; and

(ii) the number of escrow securities to be released and the dates of release under the new schedule; and

(b) provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent.

(4) Upon completion of the steps in section 3.1(3) above, the Issuer’s release Schedule B(1)

will be replaced with release Schedule B(2).


(5) Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow Agent must release any escrow securities from escrow which under the new release schedule would have been releasable at a date prior to the Exchange Bulletin.

PART 4 CANCELLATION OF ESCROWED SECURITIES 4.1 Delisting of the CPC If the Issuer fails to complete a Qualifying Transaction, as defined in the applicable Exchange Policy, within 24 months following the date of listing of the Issuer and the Exchange issues an Exchange Bulletin that the Issuer will be delisted, the Issuer must immediately notify the Escrow Agent. 4.2 Cancellation of Certain Escrow Securities Held by Related Parties of the CPC (1) If the Issuer is delisted prior to Completion of a Qualifying Transaction,

(a) the Escrow Agent will deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities held by Related Parties to the CPC which were purchased prior to the IPO of the CPC at a discount to the IPO price. (the Discount Seed Shares); and

(b) the Issuer and the Escrow Agent must either:

(i) take such action as is necessary to cancel the Discount Seed Shares

pursuant to the Policy, or (ii) if the Issuer is moved to NEX, take such action as is necessary to

immediately cancel that number of Discount Seed Shares held by Related Parties to the CPC as determined by a vote of the shareholders of the Issuer pursuant to section 14.13 of the Policy.

(2) For the purposes of cancellation of Discount Seed Shares, each Securityholder

irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

4.3 Cancellation of Other Escrow Securities (1) Any escrow securities which have not been released from escrow under this Agreement

as at 4:30 p.m. (Vancouver time) or 5:30 p.m. (Calgary time) on the date which is the 10th anniversary of the date of delisting from the Exchange must immediately be cancelled. The Escrow Agent must deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrowed securities. The Issuer and Escrow Agent must take all actions as may be necessary to expeditiously effect cancellation.


(2) For the purposes of cancellation of escrow securities under this Agreement, each Securityholder hereby irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

PART 5. DEALING WITH ESCROW SECURITIES 5.1 Restriction on Transfer, etc. Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the Principals to the risks of holding escrow securities. 5.2 Pledge, Mortgage or Charge as Collateral for a Loan Subject to Exchange Acceptance, you may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan. 5.3 Voting of Escrow Securities Although you may exercise voting rights attached to your escrow securities, you may not, while your securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a winding up of the Issuer. 5.4 Dividends on Escrow Securities You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt. 5.5 Exercise of Other Rights Attaching to Escrow Securities You may exercise your rights to exchange or convert your escrow securities in accordance with this agreement.


PART 6 PERMITTED TRANSFERS WITHIN ESCROW 6.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment,

incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that:

(a) you make application under the applicable Exchange Policy of the intent to

transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and


10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. (2) Prior to the transfer the Escrow Agent must receive:

(a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

(b) a certificate signed by a director or officer of the Issuer authorized to sign, stating

that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from the Exchange on which the Issuer is listed has been received;

(c) an acknowledgment in the form of Form 5E signed by the transferee; and (d) a transfer power of attorney, completed and executed by the transferor in

accordance with the requirements of the Issuer’s transfer agent. (3) A transfer within escrow is a trade within the meaning of securities legislation and may

require an exemption or discretionary order. 6.2 Transfer to Other Principals (1) You may transfer escrow securities within escrow:

(a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or

(b) to a person or company that after the proposed transfer

(i) will hold more than 10% of the voting rights attached to the Issuer’s

outstanding securities, and


(ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries,

provided that:

(a) you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

(b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certificate signed by a director or officer of the Issuer authorized to sign, stating that:

(i) the transfer is to a person or company that the officer believes, after

reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer; or

(ii) the transfer is to a person or company that:

(A) the officer believes, after reasonable investigation, will hold more

than 10% of the voting rights attached to the Issuer’s outstanding securities; and

(B) has the right to elect or appoint one or more directors or senior

officers of the Issuer or any of its material operating subsidiaries

after the proposed transfer; and

(iii) any required approval from the Exchange has been received;

(b) an acknowledgment in the form of Form 5E signed by the transferee; and

(c) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.


6.3 Transfer upon Bankruptcy (1) You may transfer escrow securities within escrow to a trustee in bankruptcy or another

person or company entitled to escrow securities on bankruptcy provided that



10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. (2) Prior to the transfer, the Escrow Agent must receive:

(a) a certified copy of either

(i) the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

(ii) the receiving order adjudging the Securityholder bankrupt;

(b) a certified copy of a certificate of appointment of the trustee in bankruptcy; (c) a transfer power of attorney, duly completed and executed by the transferor in

accordance with the requirements of the Issuer’s transfer agent; and (d) an acknowledgment in the form of Form 5E signed by

(i) the trustee in bankruptcy or (ii) on direction from the trustee, with evidence of that direction attached to

the acknowledgment form, another person or company legally entitled to the escrow securities.

6.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (1) You may transfer within escrow to a financial institution provided that:



10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


(2) Prior to the transfer the Escrow Agent must receive:

(a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities;

(b) evidence that the Exchange has accepted the pledge, mortgage or charge of

escrow securities to the financial institution;

(c) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent;

and (d) an acknowledgement in the form of Form 5E signed by the financial institution.

6.5 Transfer to Certain Plans and Funds (1) You may transfer escrow securities within escrow to or between a registered retirement

savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that.

(a) you make application under the applicable Exchange Policy of the intent to

transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and


10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. (2) Prior to the transfer the Escrow Agent must receive:

(a) evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents;

(b) a transfer power of attorney, executed by the transferor in accordance with the

requirements of the Issuer’s transfer agent; and (c) an acknowledgement in the form of Form 5E signed by the trustee of the plan or

fund.


6.6 Effect of Transfer Within Escrow After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of escrow securities to the transferees under this Part 6. 6.7 Discretionary Applications The Exchange may consent to the transfer within escrow of escrow securities in other circumstances and on such terms and conditions as it deems appropriate. PART 7 BUSINESS COMBINATIONS 7.1 Business Combinations This Part applies to the following (business combinations):

(a) a formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in a change of control of the Issuer

(b) a formal issuer bid for all outstanding equity securities of the Issuer (c) a statutory arrangement (d) an amalgamation (e) a merger (f) a reorganization that has an effect similar to an amalgamation or merger

7.2 Delivery to Escrow Agent You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:

(a) a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities, and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination;

(b) written consent of the Exchange; and (c) any other information concerning the business combination as the Escrow Agent

may reasonably require.


7.3 Delivery to Depositary As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 7.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities and a letter addressed to the depositary that

(a) identifies the escrow securities that are being tendered; (b) states that the escrow securities are held in escrow; (c) states that the escrow securities are delivered only for the purposes of the business

combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 7.4;

(d) if any share certificates or other evidence of the escrow securities have been

delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and

(e) where applicable, requires the depositary to deliver or cause to be delivered to the

Escrow Agent, as soon as practicable, share certificates or other evidence of additional escrow securities that you acquire under the business combination.

7.4 Release of Escrow Securities to Depositary (1) The Escrow Agent will release from escrow the tendered escrow securities provided that:

(a) you or the Issuer make application under the applicable Exchange Policy of the intent to release the tendered securities on a date at least 10 business days and not more than 30 business days prior to the date of the proposed release date; and


10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date; (c) the Escrow Agent receives a declaration signed by the depositary or, if the

direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other person or company, that

(i) the terms and conditions of the business combination have been met or

waived; and (ii) the escrow securities have either been taken up and paid for or are subject

to an unconditional obligation to be taken up and paid for under the business combination.


7.5 Escrow of New Securities If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities. 7.6 Release from Escrow of New Securities (1) The Escrow Agent will send to a Securityholder share certificates or other evidence of the

Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent receives

(a) a certificate from the successor issuer signed by a director or officer of the

successor issuer authorized to sign

(i) stating that it is a successor issuer to the Issuer as a result of a business combination;

(ii) containing a list of the securityholders whose new securities are subject to

escrow under section 7.5; (iii) containing a list of the securityholders whose new securities are not

subject to escrow under section 7.5; and

(b) written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 7.5; and

(2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow

Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged.

(3) If the Issuer is a Tier 2 Issuer, and the successor issuer is a Tier 1 Issuer, the release

provisions relating to graduation will apply. PART 8 RESIGNATION OF ESCROW AGENT 8.1 Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written

notice to the Issuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give

written notice to the Escrow Agent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring


that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders.

(4) The resignation or termination of the Escrow Agent will be effective, and the Escrow

Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date.

(5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation

or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment.

(6) On any new appointment under this section, the successor Escrow Agent will be vested

with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.

(7) If any changes are made to Part 9 of this Agreement as a result of the appointment of the

successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

PART 10 INDEMNIFICATION OF THE EXCHANGE 10.1 Indemnification (1) The Issuer and each Securityholder jointly and severally:

(a) release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;

(b) agree not to make or bring a claim or demand, or commence any action, against

the Exchange; and


(c) agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person’s claim, demand or action,

arising from any and every act or omission committed or omitted by the Exchange, in

connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.

(2) This indemnity survives the release of the escrow securities and the termination of this

Agreement. PART 11 NOTICES 11.1 Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

Olympia Trust Company 2300, 125-9 Avenue SE Calgary, Alberta T2G 0P6 Attention: Dean Naugler

11.2 Notice to Issuer Documents will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

Canoel International Energy Ltd. c/o Burstall Winger LLP 1600 Dome Tower 333 - 7th Avenue SW Calgary, Alberta T2P 2Z1 Attention: Doug McCartney

11.3 Deliveries to Securityholders Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register.


Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each securityholder’s address as listed on the Issuer’s share register. 11.4 Change of Address (1) The Escrow Agent may change its address for delivery by delivering notice of the change

of address to the Issuer and to each Securityholder. (2) The Issuer may change its address for delivery by delivering notice of the change of

address to the Escrow Agent and to each Securityholder. (3) A Securityholder may change that Securityholder’s address for delivery by delivering

notice of the change of address to the Issuer and to the Escrow Agent. 11.5 Postal Interruption A party to this Agreement will not mail a Document if the party is aware of an actual or impending disruption of postal service. PART 12 GENERAL 12.1 Interpretation – holding securities Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall have the meanings as defined in Policy 1.1 - Interpretation or in Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions. When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect beneficial ownership of or control or direction over the securities. 12.2 Enforcement by Third Parties The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer, or both. 12.3 Termination, Amendment, and Waiver of Agreement (1) Subject to subsection 12.3(3), this Agreement shall only terminate:

(a) with respect to all the Parties:


(i) as specifically provided in this Agreement;

(ii) subject to section 12.3(2), upon the agreement of all Parties; or

(iii) when the escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and

(b) with respect to a Party:

(i) as specifically provided in this Agreement; or

(ii) if the Party is a Securityholder, when all of the Securityholder’s escrow securities have been released from escrow pursuant to this Agreement.

(2) An agreement to terminate this Agreement pursuant to section 12.3(1)(a)(ii) shall not be

effective unless and until the agreement to terminate

(a) is evidenced by a memorandum in writing signed by all Parties;

(b) has been consented to in writing by the Exchange; and

(c) has been approved by a majority of securityholders of the Issuer who are not Securityholders.

(3) Notwithstanding any other provision in this Agreement, the obligations set forth in

section 10.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

(4) No amendment or waiver of this Agreement or any part of this Agreement shall be

effective unless the amendment or waiver:

(a) is evidenced by a memorandum in writing signed by all Parties;

(b) has been approved in writing by the Exchange; and

(c) has been approved by a majority of securityholders of the Issuer who are not Securityholders.

(5) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute

a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

12.4 Severance of Illegal Provision Any provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability, and the rest of the Agreement and all other provisions and parts thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included in this Agreement.


12.5 Further Assurances The Parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement. 12.6 Time Time is of the essence of this Agreement. 12.7 Consent of Exchange to Amendment The Exchange must approve any amendment to this Agreement. 12.8 Additional Escrow Requirements A Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement. 12.9 Governing Laws The laws of Alberta and the applicable laws of Canada will govern this Agreement. 12.10 Counterparts The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be one agreement. 12.11 Singular and Plural Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context. 12.12 Language This Agreement has been drawn up in the English language at the request of all parties. Cet acte a été rédigé en anglais à la demande de toutes les parties. 12.13 Benefit and Binding Effect This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement. 12.14 Entire Agreement This is the entire agreement among the Parties concerning the subject matter set out in this


Agreement and supersedes any and all prior understandings and agreements. 12.15 Successor to Escrow Agent Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange. The Parties have executed and delivered this Agreement as of the date set out above. Olympia Trust Company "Ginna Caldwell" Authorized signatory "Dina Glanz" Authorized signatory Canoel International Energy Ltd. "Katheen A. Kelly" Kathleen A. Kelly


Signed, sealed and delivered by ) Kathleen A. Kelly in the presence of: ) ) "Janina Kalicka" ) Name ) ) 180 West 58th, Apt. 11-A ) "Kathleen A. Kelly" Address ) Kathleen A. Kelly ) New York, NY 10019 ) ) ) Housekeeper/Nurse ) Occupation ) Signed, sealed and delivered by ) James E. Lawson in the presence of: ) ) "Michael Makinson" ) Name ) ) 7328 - 11 Street SW ) "James Lawson" Address ) James E. Lawson ) Calgary, AB T2V 1N1 ) ) ) Chartered Accountant ) Occupation ) Signed, sealed and delivered by ) Jose Ramon Lopez-Portillo in the presence of: ) ) "Bianca Bassi" ) Name ) ) Flat 19 - 57 Knaresborough ) "Jose Ramon Lopez-Portillo" Address ) Jose Ramon Lopez-Portillo ) Place - London SW5 - UK ) ) ) Consultant ) Occupation )


"Bianca Bassi" ) Name ) ) Flat 19 - 57 Knaresborough ) "Consuelo Brenner" Address ) Consuelo Brenner ) Place - London SW5 - UK ) ) ) Consultant ) Occupation ) Signed, sealed and delivered by ) Alex Shegelman in the presence of: ) ) "Kimberly Simmonds" ) Name ) ) 440 - 2nd Avenue SW, #2200 ) "Alex Shegelman" Address ) Alex Shegelman ) Calgary, AB T2P 5E9 ) ) ) Advisor Associate ) Occupation ) Signed, sealed and delivered by ) Tanya DeMichele in the presence of: ) ) "Kimberly Simmonds" ) Name ) ) 440 - 2nd Avenue SW, #2200 ) "Tanya DeMichele" Address ) Tanya DeMichele ) Calgary, AB T2P 5E9 ) ) ) Investment Services Associate ) Occupation ) Signed, sealed and delivered by )


Jeff Reymer in the presence of: ) ) "Jon Faber" ) Name ) ) 179 Royal Oak Hts. NW ) "Jeff Reymer" Address ) Jeff Reymer ) Calgary, AB ) ) ) Investment Banking ) Occupation ) Signed, sealed and delivered by ) Douglas T. McCartney in the presence of: ) ) "Lucas Tomei" ) Name ) ) 1600, 333 - 7th Avenue SW ) "Douglas T. McCartney" Address ) Douglas T. McCartney ) Calgary, AB T2P 2Z1 ) ) ) Lawyer ) Occupation ) Signed, sealed and delivered by ) Lucas A. Tomei in the presence of: ) ) "Douglas T. McCartney" ) Name ) ) 1600, 333 - 7th Avenue SW ) "Lucas A. Tomei" Address ) Lucas A. Tomei ) Calgary, AB T2P 2Z1 ) ) ) Lawyer____________________________________) Occupation )


Signed, sealed and delivered by ) Phil Heinrich in the presence of: ) ) "Marie Powell" ) Name ) ) 2200, 440 - 2nd Avenue SW ) "Phil Heinrich" Address ) Phil Heinrich ) Calgary, AB T2P 5E9 ) ) ) Investment Services Associate ) Occupation ) ED LOGISTICS S.A. "Giancarlo Bonzanigo" Authorized signatory TARGET MEDIA CONSULTING S.A. "Ulrich Selinger" Authorized signatory POLE POSITION S.R.L. "Luigi Regis Milano" Authorized signatory JAMES H. GROSSMAN 2006 REVOCABLE TRUST "James H. Grossman, Trustee" Authorized signatory


Schedule “A” to Escrow Agreement Securityholder Name: Kathleen A. Kelly Signature: "Kathleen A. Kelly" Address for Notice:

180 West 58th Street, Apt. 11-D New York, NY 10019

Securities:

Class or description Number Certificate(s) (if applicable)

Common Shares 100,000 Securityholder Name: James E. Lawson Signature: "James E. Lawson" Address for Notice:

363 Oakfern Cres. SW Calgary, AB T2V 4T3

Securities:


Common Shares 230,000


Securityholder Name: Jose Ramon Lopez-Portillo Signature: "Jose Ramon Lopez-Portillo" Address for Notice:

Grove House Becley Oxford 0X3 9US United Kingdom

Securities:


Common Shares 480,000 Securityholder Name: Consuelo Brenner Signature: "Consuelo Brenner" Address for Notice: Flat 36 Eaton Square London S27W 9DH United Kingdom

Securities:




Securityholder Name: Alex Shegelman Signature: "Alex Shegelman" Address for Notice:

440 - 2nd Avenue SW, Suite 2200 (c/o Blackmont Capital) Calgary, AB T2P 5E9

Securities:


Common Shares 150,000 Securityholder Name: Tanya DeMichele Signature: "Tanya DeMichele" Address for Notice:

23 Alexa Close Calgary, AB T3R 1B9

Securities:




Securityholder Name: Jeff Reymer Signature: "Jeff Reymer" Address for Notice:

412 Whispering Water Trail Calgary, AB T3Z 3V1

Securities:


Common Shares 150,000 Securityholder Name: Douglas T. McCartney Signature: "Douglas T. McCartney" Address for Notice:

1600, 333 - 7th Avenue SW Calgary, AB T2P 2Z1

Securities:




Securityholder Name: Lucas A. Tomei Signature: "Lucas A. Tomei" Address for Notice:

1600, 333 - 7th Avenue SW Calgary, AB T2P 2Z1

Securities:


Common Shares 75,000 Securityholder Name: Phil Heinrich Signature: "Phil Heinrich" Address for Notice: 100 Christie Park Hill SW Calgary, AB T3H 2V4

Securities:




Securityholder Name: ED Logistics S.A. Signature: "Giancarlo Bonzanigo" Address for Notice: 3 Rue de L'Athénee 1205 Genève Switzerland

Securities:


Common Shares 670,000 Securityholder Name: Target Media Consulting S.A. Signature: "Ulrich Selinger" Address for Notice: Corso Elvezia 10 Ch - 6901 Lugano Switzerland

Securities:




Securityholder Name: Pole Position S.R.L. Signature: "Luigi Regis Milano" Address for Notice:

Via Sarolegno 5P, I 20146 Milan, Italy

Securities:


Common Shares 300,000 Securityholder Name: James H. Grossman 2006 Revocable Trust Signature: "James H. Grossman, Trustee" Address for Notice: 4 Rue des Deux Ponts 75004 Paris France

Securities:




SCHEDULE B(1) – CPC ESCROW SECURITIES

RELEASE SCHEDULE

Timed Release

Release Dates

Percentage of Total Escrowed Securities to be Released

Total Number of Escrowed Securities to be Released

[Insert date of Final Exchange Bulletin]

10% 1/10 of your escrow securities

308,000

[Insert date 6 months following Final Exchange

Bulletin]

1/6 of your remaining escrow securities

462,000


Bulletin]


462,000


Bulletin]


462,000


Bulletin]


462,000


Bulletin]


462,000


Bulletin]

all of your remaining escrowed securities

462,000

TOTAL 100% 3,080,000 * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin.


SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES

RELEASE SCHEDULE Timed Release

Release Dates

Percentage of Total Escrowed Securities to be

Released

Total Number of Escrowed Securities to be Released

[Insert date of Final Exchange Bulletin]

1/4 of your escrow securities

770,000


Bulletin]

25% 1/3 of your remaining

escrow securities

770,000


Bulletin]


770,000


Bulletin]

all of your remaining escrowed securities

770,000

TOTAL 100% 3,080,000 * In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%.